Latest news with #CompaniesAct1993
Japan Today
2 days ago
- Business
- Japan Today
‘Go woke, go broke' is no longer true. Socially aware capitalism is the future of corporate responsibility
By Peter Underwood The phrase 'go woke, go broke' is often used by critics of corporate social responsibility. It implies that companies face a binary choice: embrace progressive values or pursue profit. But this dichotomy between 'wokeness' and capitalism is both simplistic and increasingly out of step with corporate reality. Many companies are learning to navigate a middle path. They are embedding social, environmental and ethical considerations into their business strategies – not in spite of profit, but because it contributes to long-term value creation. Understanding this shift – and the backlash to it – is fundamental to grasping modern corporate responsibility. Our research examines the growing tension between evolving 'woke' agendas within firms and the enduring demands of shareholder value, known as 'shareholder revanchism'. We explore this dynamic using academic Archie Carroll's Pyramid of Corporate Social Responsibility, where economic responsibility forms the foundation for higher legal, ethical and philanthropic obligations. Ultimately, we argue for a reassessment of the prevailing emphasis on shareholder profit and short-termism. Directors should adopt a more balanced approach when pursuing profit and discharging their duties. The illusion of choice The idea that directors must choose between shareholders and stakeholders – between profit and progressive causes – has deep roots in law and economics. For decades, shareholder primacy prevailed in global business. This principle was famously reinforced in court decisions such as the 1919 Dodge v Ford case in the United States. Henry Ford was found to have a duty to operate his company in the interests of shareholders. It was later popularised by Milton Friedman, who declared that 'the social responsibility of business is to increase its profits'. A stark example of this tension came with the ousting of Emmanuel Faber, chief executive of food giant Danone in 2021. Faber was accused by some shareholders of failing to 'strike the right balance between shareholder value creation and sustainability'. His critics felt he focused too much on people, the planet and social responsibility and not enough on profits. Yet corporate law has begun to evolve. In the United Kingdom, section 172 of the Companies Act 2006 still requires directors to promote the success of the company 'for the benefit of its members'. But the legislation also requires directors to consider employees, suppliers, communities and environmental outcomes. This model – sometimes termed 'enlightened shareholder value' – preserves profit as the goal, while recognizing that broader factors shape how it is achieved. New Zealand's brief experiment with section 131 of the Companies Act 1993, which allowed directors to consider environmental, social and governance (ESG) factors, is another example. The amendment was introduced under Labour before being revoked by the National-led coalition. Canada has a similar provision. The challenge of defining 'woke capitalism' The phrase 'woke capitalism' was popularised in a 2018 New York Times opinion piece about corporate activism. It originally described how firms were supporting progressive causes to attract younger, values-driven consumers – not out of altruism, but to strengthen brand appeal. In 2019, the US Business Roundtable – a group of 200 top chief executives – rejected shareholder primacy in favor of stakeholder governance. It pledged to run companies for the benefit of all stakeholders: customers, employees, suppliers, communities and shareholders. This followed a 2018 letter by Larry Fink, chairman of BlackRock, calling on firms to pursue a broader purpose and serve all their stakeholders. Yet corporate activism carries risks. Nike's campaign featuring Colin Kaepernick boosted sales but sparked backlash over the American football player's support for Black Lives Matter. Bud Light's brief partnership with transgender influencer Dylan Mulvaney triggered boycotts. Gillette's 'toxic masculinity' campaign alienated many long-time customers. Jaguar's sales plunged after a rebrand was criticised as pandering. Even ice cream company Ben & Jerry's has clashed with parent company Unilever over the limits of its political expression. These examples show that progressive branding is not always rewarded – but nor is silence. Companies now risk criticism for failing to speak out on issues their stakeholders care about. It is clear consumers are increasingly attuned to corporate social responsibility. Creating value for everyone A central challenge in reconciling these tensions is the definition of profit itself. Traditional corporate law treats profit as the ultimate end of business activity. But scholars such as Edward Freeman argue that profit is a precondition for continuity – not an end in itself. As he puts it, profit to a company is like red blood cells to a human: essential for survival, but not the purpose of life. Under this view, profit becomes cyclical. It is a means of sustaining activity, not a fixed destination. This may seem open ended, but it avoids the fiction that companies ever reach a final 'profit goal'. Firms pursuing social impact are not abandoning capitalism; they are redefining it. In a polarized climate, 'woke capitalism' remains a lightning rod. But the supposed conflict between ethics and economics is a false one. Courts, lawmakers and firms alike are recognizing that social responsibility can support, rather than undermine, long-term value. Directors are no longer torn between duty and decency. They are navigating a broader understanding of corporate success – one in which 'wokeness' and capitalism are not opposing forces, but interdependent elements of a sustainable business strategy. This article is based on research completed with Dr Philip Gavin from the University College of London. Peter Underwood is Senior Lecturer, Faculty of Law, University of Auckland, Waipapa Taumata Rau, New Zealand. The Conversation is an independent and nonprofit source of news, analysis and commentary from academic experts. External Link © The Conversation
Newsroom
4 days ago
- Business
- Newsroom
Wayne Brown company faces delisting over regulatory omission
A company jointly owned by Auckland mayor Wayne Brown and his highest-paid office advisor is on a path to be de-registered for failing to provide information. The Ministry of Business, Innovation and Employment (MBIE) told Newsroom that Asia Pacific Hotels Limited, 'failed to respond to our letter under section 365 of the Companies Act 1993. This section relates to the Registrar's powers of inspection.' The company was formed 14 months ago by Brown, his close friend and mayoral office consultant Chris Matthews, and Harminder Singh of Whangarei. The mayor is a 33.4 per cent shareholder, with the other two owning 33.3 per cent each. Mathews filed the company's annual return on March 31 this year. Brown declined to answer specific questions posed by Newsroom in April about the formation of this company and a second one, jointly with Mathews, Asia Pacific Platforms, and has again declined to answer specific questions about the de-registration process. Neither MBIE nor the mayor has given any detail about what information had been sought, and not provided in the de-registration process for a company which Brown had previously told Newsroom was 'inactive'. One of the many grounds on which the Registrar of Companies can de-register a firm is 'the company is not carrying on business; and there is no proper reason for the company to continue in existence.' The section of the Companies Act 1993 which MBIE said was being used in the possible de-registration, covers a wide range of material which the Registrar can demand be provided. MBIE said the process has been paused temporarily due to an objection, and the mayor said he was 'not aware of any objection to the removal of Asia Pacific Hotels Limited from the Companies Register.' 'The objection is currently temporary as the objector is required to provide further information. If no further information is received the company will be removed after 20 August 2025,' said Bolen Ng, MBIE's National Manager of Business Registries. MBIE would not disclose who had objected to the de-registration, but Ng said the objection ground was : 'that it would not be just and equitable to remove the company from the New Zealand register.' 'To date no additional supporting correspondence has been received from the objector. The company will be removed on 20 August 2025 if no further information is provided, which by default would mean that the objector has until then to provide additional documentation,' said Ng in a statement. In April, statement from the mayor's office on the formation of Asia Pacific Hotels Limited, half-way through Brown's term in office said it was: 'was set up for prospective business interests outside of Auckland.' '(It) has no connection to local government or any activities related to the mayoralty. Both companies (also Asia Pacific Platforms) are inactive and do not own any assets so there is no financial benefit involved.' Asia Pacific Hotels Limited did not appear on the mayor's council declaration of business interests, and his office in April told Newsroom it would be added.
Scoop
4 days ago
- Business
- Scoop
Statement Of Issues Released For Viridian's Proposed Acquisition Of Metro Performance Glass
The Commerce Commission has published a statement of issues relating to an application from Viridian NZ Bidco Limited seeking clearance to acquire up to 100% of the shares in Metro Performance Glass Limited by way of a takeover offer under the Takeovers Code or scheme of arrangement under Part 15 of the Companies Act 1993. The Statement of Issues outlines the Commission's potential competition issues with the acquisition following its initial investigation. The Statement of Issues is not a final decision and does not mean that the Commission intends to decline or clear the merger. The Commission is seeking submissions from Viridian, Metro and any other interested parties on the issues raised in the Statement of Issues. The Statement of Issues can be found on the case register. Submissions can be sent by email to registrar@ with the reference 'Viridian/Metro' in the subject line. Submissions are due by close of business on 4 September 2025, with cross-submissions due by close of business on 18 September 2025. The Commission was scheduled to make a decision by 28 July 2025, however an extension of time has been agreed between the Commission and Viridian. The new decision date is 20 October 2025. However, this date may be extended with the agreement of the applicant if the material before the Commission at that time does not allow it to be satisfied that the proposed acquisition will not have, or would not be likely to have, the effect of substantially lessening competition in a market in New Zealand. Background We will only give clearance to a proposed merger if we are satisfied that the merger is unlikely to have the effect of substantially lessening competition in a market.
Cision Canada
01-08-2025
- Business
- Cision Canada
FNZ Directors Move to Silence Employee Shareholders Behind USD $4.6 Billion Class Action
LONDON, Aug. 1, 2025 /CNW/ -- In a dramatic escalation, the two directors who represent CDPQ and Generation on the Kiwi CayLP board, which are the largest shareholders in FNZ, have filed for an injunction in the Grand Court of the Cayman Islands aimed at blocking a trustee entity – Kiwi CayLP – from pursuing a USD $4.6 billion class action in the High Court of New Zealand. Kiwi CayLP represents a significant portion of FNZ's employee equity and is leading the legal challenge against FNZ Group and 17 of its current and former directors. The claim alleges that employee shareholders were unfairly diluted through the issuance of preference shares and warrants on non-commercial terms, transferring over USD $1.5 billion in value to institutional investors. Despite FNZ publicly stating that the case is "entirely without merit" and that it welcomes scrutiny, its directors are now seeking to reverse the board decisions of Kiwi CayLP – effectively silencing the very employees whose equity is at stake. This is despite neither board member turning up at either of the two board meetings concerned where this decision was taken, citing they were too busy. "This is another attempt by FNZ and its Directors to stymie the efforts of employee shareholders to simply be heard in Court on the merits of their allegations," said one FNZ employee shareholder. "It's particularly egregious in this case, since their sole job as directors of this partnership entity is to represent the interests of its members, being employee shareholders, a matter in which they are obviously conflicted." The injunction seeks to prevent Kiwi CayLP from bringing the claim in New Zealand, where the Companies Act 1993 provides robust protections for minority and employee shareholders. The move raises serious questions about CDPQ's and Generation's commitment to good governance, transparency and accountability. Background Information FNZ operates in the savings, investment and wealth management sector globally, combining technology, infrastructure and asset custody & transaction services in a single state-of-the-art platform. It partners with over 200 financial institutions in 20 countries, who customise the platform for their customers, comprising over 12,000 independent financial advice firms and over 26 million retail investors, holding in aggregate over US$1.6 trillion in investment assets through the FNZ platform. FNZ is the core technology, transaction and service platform underpinning the consumer investment offerings of well-known financial institutions that include firms such as Aberdeen, Allianz, Aviva, AXA, Barclays, BMO, BNZ, Colonial First State, FirstCape, Lloyds Banking Group, Munich Re ERGO, NAB, Nucleus, Quilter, Santander, Swedbank, Swiss Life, UOB and Vanguard. The FNZ platform enables those institutions to fully digitise their offerings, significantly reduce costs to themselves and their clients and improve choice and personalisation for consumers across all demographic segments, including the mass savings and retirement market, affluent advised and high-net worth. FNZ was founded in 2003 in New Zealand and grew over 20 years to a business that last year reported over US$1.6 billion in revenue and employed over 6,000 people, operating principally in Australia, Canada, Germany, New Zealand, the UK, Singapore, South Africa, Sweden. The UK is FNZ's largest market, with over 60% of all UK platform assets advised and managed through a FNZ-powered platform, and FNZ customers such as Quilter, Aviva, Aberdeen, Lloyds and Nucleus leveraging FNZ capability to dominate inflows by financial advice firms into investment platforms in the UK. The company has consistently attracted strong investment, including historically blue-chip private equity investors H.I.G. Capital and General Atlantic, as well as its current shareholders comprising institutional investors Temasek, Canadian pension funds CDPQ and CPP Investments, Generation Investment Management and Motive Partners, alongside around 2,700 current and former employees who own approx. 30% of the ordinary equity.
Scoop
24-07-2025
- Business
- Scoop
Commission To Issue Statement Of Issues On Viridian's Proposed Acquisition Of Metro Performance Glass
The Commerce Commission has decided to issue a Statement of Issues relating to the application from Viridian NZ Bidco Limited seeking clearance to acquire up to 100% of the shares in Metro Performance Glass Limited by way of a takeover offer under the Takeovers Code or scheme of arrangement under Part 15 of the Companies Act 1993. The Statement of Issues will be published on the Commission's case register in due course, and will outline the potential competition issues with the acquisition following the Commission's initial investigation. The Statement of Issues will invite submissions from Viridian, Metro and any other interested parties. The Commission has identified potential adverse competitive effects arising from a loss of competition between Viridian and Metro in glass processing, supply and installation markets where they are close competitors. These effects could include price rises, or reductions in product or service quality (including delivery timeframes). The specific markets in which these competitive effects appear to be most likely are the customer or geographic markets where there are limited supply alternatives to Viridian and Metro, and/or where a merged Viridian and Metro would not face a sufficient degree of competitive constraint. While we are continuing to investigate, those markets are likely to at least include those for the supply of glass to window and door fabricators and, separately, to glass merchants and glaziers. The Statement of Issues is not a final decision and does not mean that the Commission intends to decline or clear the merger. Background Viridian and Metro are involved in the processing and installation of glass across New Zealand, with plants in both Auckland and Christchurch. We will only give clearance to a proposed merger if we are satisfied that the merger is unlikely to have the effect of substantially lessening competition in a market. Further information explaining how the Commission assesses a merger application is available on our website.
